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FIRST LITHIUM LIMITED Annual Report 2016

Aug 30, 2016

64921_rns_2016-08-30_f3a1d5cf-864a-4e64-a78c-5c476428bfa0.pdf

Annual Report

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Appendix 4E

Preliminary final report

1. Details of reporting period

1. Details of reporting period
Name of entity Ookami Limited (Formerly Advanced Engine
Components Limited)
ABN 67 009 081 770
ReportingYear Year ended 30 June 2016
Previous CorrespondingYear Year ended 30 June 2015

2. Results for announcement to the market

Key information 12 months ended
30 June 2016
$
12 months ended
30 June 2015
$
Increase/
(decrease)
%
Amount
change
$
Revenues from ordinaryactivities 19,080 - 100% 19,080
Profit/(Loss) from ordinary
activities after tax attributable to
members
9,393,508 (154,952) (6,162%) 9,548,460
Net Profit/ (Loss) for the period
attributable to members
9,393,508 (154,952) (6,162%) 9,548,460
Net tangible asset/(deficiency)
per share
0.012 0.001 - -

3. Consolidated statement of profit or loss and other comprehensive income

Refer to attached preliminary report.

4. Consolidated statement of financial position

Refer to attached preliminary report.

5. Consolidated statement of cash flows

Refer to attached preliminary report.

6. Consolidated statement of changes in equity

Refer to attached preliminary report.

7. Dividends/Distributions

No dividends declared in current or prior year.

8. Details of dividend reinvestment plans

N/A

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OOKAMI LIMITED

ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Financial Report

9. Details of entities over which control has been gained or lost during the period

Gain of Control Acquisition of Akela Capital Pty Ltd On 25 January 2016, the Company acquired Akela Capital Pty Ltd (formerly Investia Technologies Pty Ltd) ("Investia"). The consideration consisted of

  • 17,500,000 ordinary shares at $0.02 per share;

  • • 17,500,000 options exercisable at $0.03 each, expiring three years from date of issue; and

• up to 32,500,000 deferred consideration shares subject to certain milestones being achieved as follows: - 15,000,000 ordinary shares upon achieving 25,000 registered users on the Investia Platform - 17,500,000 ordinary shares upon achieving $25,000,000 total capital raised on the ASX on the Investia platform within 24 months from listing on the ASX. This acquisition has not been accounted for as a business combination under AASB 3: "Business Combination" as the assets of Akela were considered not to constitute a business. Accordingly, the Akela acquisition has been accounted for as an acquisition of assets, at cost based on the fair value of shares issued on the transaction date. Note that the 32,500,000 deferred consideration shares have been assessed to have no value. The purchase price has been allocated to the identifiable assets and liabilities of Akela as of the date of acquisition as follows:

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Loss of Control

AEC China Limited was liquidated in the financial year ending 30 June 2015, deregistration of the entity is in progress.

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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Financial Report

10. Details of associate and joint venture entities

N/A

11. Any other significant information needed by an investor to make an informed assessment of the Company’s financial performance and financial position

Refer to 13. Commentary for results for period and Explanatory information and additional Notes following the preliminary report.

12. Foreign entities

Loss of Control

AEC China Limited was liquidated in the financial year ending 30 June 2015, deregistration of the entity is in progress.

13. Commentary on results for period and explanatory information

Financial Review

Ookami Limited incurred a profit for the year of $9,393,508 (2015: $154,952 loss). The profit was mainly due to a gain arising from the Deed of Company Arrangement of $11,149,692 being recognised during the year on Recapitalisation of the Company.

The net assets of the Group have increased from a deficit of $11,497,150 at 30 June 2015 to $3,726,793 at 30 June 2016.

As at 30 June 2016, the Group's cash and cash equivalents increased from a balance at 30 June 2015 of $419 to a balance at 30 June 2016 of $3,141,828 and had working capital of $3,091,867 (2015: $11,497,150 net working capital deficiency).

Recapitalisation of the Company

On 29 August 2014, the Board resolved to place the Company into voluntary administration and appointed Mr Mark Summers and Mr Jack James of Palisade Business Consulting as joint and several administrators of the Company. Following appointment of the administrators, the powers of the Company’s officers (including Directors) were suspended and the administrators assumed control of the Company’s business, property and affairs.

The Deed of Company Arrangement (“DoCA”) was executed on 24 October 2014. On 13 March 2015, the creditors of the Company resolved that the Company vary the Original DoCA. On the 20 March 2015 the Company and Otsana Capital (Otsana) executed a DoCA, which embodied a proposal by Otsana for the recapitalisation of the Company (Recapitalisation Proposal). The DoCA provided for the creation of a Creditors Trust and an opportunity for the Company to be restructured for a “cash consideration”. Under the DoCA, the claims of the Company’s creditors as at 23 September 2015 now reside within the Creditors Trust. The Voluntary Administrators were appointed as Deed Administrators and Trustees of the Creditors Trust. The purpose of the DoCA was to facilitate a reconstruction and recapitalisation of the Company with a view to having the Company relisted on the ASX. On effectuation of the DoCA on 23 September 2015 control of the Company reverted back to the Directors.

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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Financial Report

13. Commentary on results for period and explanatory information (cont’d)

Recapitalisation of the Company

The effectuation of the DoCA had the following financial effect:

  • claims of the Company’s creditors as at 23 September 2015 now reside within the Creditors Trust;

  • all cash at bank and any other assets at 23 September 2015 were transferred to the Creditors Trust; and

  • the payment of the promoter contribution of $200,000 (The initial deposit of $27,500 and second deposit of $35,000 was settled in FY 2015. The remaining promoter contribution of $137,500 was settled during FY16).

On 24 September 2015, Ms Shannon Coates was appointed as Company Secretary. On 27 October 2015 Mr Peter Wall as appointed as Non-Executive Director and Mr Chris Ntoumenopoulos was appointed as NonExecutive Director. Mr Nicholas Young resigned as a Non-Executive Director on 27 October 2015, and Mr Chris Ntoumenopoulos resigned as a Non-Executive Director on 26 November 2015.

On 24 December 2015, the Company’s shareholders approved at its General Meeting:

  • a change in nature and scale of the Company’s activities via the acquisition of 100% of the issued share capital of Investia Technologies Pty Ltd;

  • the issue of 17,500,000 Consideration Shares, 17,500,000 Consideration Options, up to 15,000,000 Milestone 1 Consideration Shares and 17,500,000 Milestone 2 Consideration Shares in exchange for 100% of the issued share capital of Investia Technologies Pty Ltd;

  • the issue of up to 185,000,000 shares at an issue price of $0.02 to raise $3,700,000 (before costs);

  • the issue of up to 14,000,000 shares for the conversion of a convertible note to a non-related party;

  • the issue of up to 1,000,000 shares for the conversion of a convertible note to a related party;

  • • re-election of Director Peter Wall; • to change the Company name to Ookami Limited;

  • to adopt a Performance Rights Plan;

  • the issue of 36,000,000 Performance Rights to related parties;

  • participation in capital raising by related parties;

  • the issue of up to 25,000,000 broker options;

  • the issue of up to 5,000,000 of the broker options to a related party; and

  • • to repeal the Company’s existing constitution and adopt a new constitution.

On 22 September 2015, the Company entered into a number of identical convertible loan agreements with unrelated parties (except for as detailed below) for a total amount of $300,000. No interest was payable and no security was required. One of the Converting Loan Agreements, for an amount of $20,000, was with Davinch Pty Ltd, an entity controlled by Mr Chris Ntoumenopoulos, a former Director of the Company. The Company obtained shareholder approval on the 24 December 2015 to convert the loaned amounts to satisfy the repayment of the funds advanced by issuing Shares at a deemed issue price of $0.02 per Share under the Conversion Offer (the deemed issue price was equivalent to fair value). The shares were issued on the 22 January 2016.

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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Financial Report

13. Commentary on results for period and explanatory information (cont’d)

On 5 October 2015 the Company announced their intention to acquire 100% of Akela Capital Pty Ltd (formerly Investia Technologies Pty Ltd) (‘Akela’), a software and technology development company ( Acquisition ).

As consideration for the Acquisition, the Company agreed and issued:

  • 17,500,000 fully paid ordinary shares in OOK at a deemed issue price of $0.02 each (Initial Consideration Shares). All consideration shares are subject to ASX escrow provisions;

  • • 17,500,000 options exercisable at $0.03 each, expiring three years from date of issue; and • up to 32,500,000 deferred consideration shares subject to certain milestones being achieved.

Settlement of the Acquisition became unconditional after all conditions were satisfied and the transaction was completed on the 25 January 2016. The Directors have reviewed the Acquisition and concluded that it does not represent a business combination, and as such, have accounted for the transaction as an asset acquisition. On 22 January 2016, pursuant to shareholder approval received at the General Meeting held on 24 December 2015 and confirmation of conditional reinstatement received from the ASX, the following securities were issued: • 185,000,000 fully paid ordinary shares at a price of $0.02 successfully raising $3,700,000 (before costs); • 25,000,000 options to brokers and corporate advisers with and exercise price of $0.03, expiring 22 January 2019; • 15,000,000 fully paid ordinary shares at a deemed issue price of $0.02 on conversion of convertible notes; and • 36,000,000 performance rights with Class A, Class B and Class C milestones as set out in the Company’s prospectus dated 23 November 2015. *The grant date for these securities was determined to be the date of the general meeting on 24 December 2015 given that this was the date the services were considered to have been provided. As outlined above during the period the Directors worked towards the restructure and recapitalisation of the Company and liaising with the ASX in relation to the reinstatement of Ookami Limited’s securities for trading on the ASX. On 21 January 2016 the Company received conditional confirmation of the shares official quotation; shares commenced trading on 9 February 2016.

14. Audit

The attached preliminary financial report has been prepared in accordance with Australian Accounting Standards issued by the Australian Accounting Standards board with the exceptions noted in Note 1 (b) of the Preliminary Notes to the Financial Statements and are based on accounts that are currently in the process of being audited.

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Non Executive Chairman Faldi Ismail 31 August 2016

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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Final Report

PRELIMINARY CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2016

Note
Interest Income
2
Other Income
2
Administration expenses
Director fees
Finance costs
Software expense
Professional fees
Share based payment expense
Share register expense
Other expenses
Profit/(Loss) before income tax
Income tax expense
Profit/(Loss) for the year
Other comprehensive income:
Other comprehensive loss for the year, net of tax
Total comprehensive income/(loss) for the year
Profit/(Loss) attributable to:
Members of the parent entity
Total comprehensive income/(loss) attributable to:
Members of the parent entity
Basic earnings/(loss) per share (cents per share)
3
Diluted earnings/(loss) per share (cents per share)
3
2016
2015
$
$
19,020
-
11,149,692
-
-
(154,952)
(30,000)
-
(997)
-
(99,566)
-
(113,650)
(1,455,393)
-
(29,415)
-
(46,183)
-
9,393,508
(154,952)
-
-
9,393,508
(154,952)
-
-
9,393,508
(154,952)
9,393,508
(154,952)
9,393,508
(154,952)
7.51
(3.04)
7.07
(3.04)

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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Final Report

PRELIMINARY CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2016

Note
CURRENT ASSETS
Cash and cash equivalents
4 a
Trade and other receivables
Other assets
TOTAL CURRENT ASSETS
NON-CURRENT ASSETS
Intangible assets
5
TOTAL NON-CURRENT ASSETS
TOTAL ASSETS
CURRENT LIABILITIES
Trade and other payables
Borrowings
Provisions
TOTAL CURRENT LIABILITIES
TOTAL LIABILITIES
NET ASSETS/ (LIABILITIES)
SHAREHOLDERS’ EQUITY/ (DEFICIT)
Issued capital
6
Reserves
7
Accumulated losses
TOTAL SHAREHOLDERS’ EQUITY/ (DEFICIT)
2016
2015
$
$
3,141,828
419
6,519
-
6,875
-
3,155,222
419
568,917
-
568,917
-
3,724,139
419
58,405
1,176,990
4,950
10,137,920
-
182,659
63,355
11,497,569
63,355
11,497,569
3,660,784
(11,497,150)
25,537,263
21,193,635
1,420,798
603,280
(23,297,277)
(33,294,065)
3,660,784
(11,497,150)

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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Final Report

PRELIMINARY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY AS AT 30 JUNE 2016

Balance at 1 July 2014
Loss for the year
Other comprehensive
income/(loss)
Total comprehensive loss for
the year
Transactions with owners,
recognised directly in equity
Balance at 30 June 2015
Balance at 1 July 2015
Profit for the year
Other comprehensive income
Total comprehensive income for
the year
Transactions with owners,
recognised directly in equity
Equity issued during the year
Options issued during the year
Performance rights issued
during the year
Options lapsed during the year
Consideration for acquisition of
Akela Capital Pty Ltd (Note 8)
Conversion of convertible notes
Capital raising costs
Balance at 30 June 2016
Issued Capital
Reserves
Accumulated
Losses
Total
$
$
$
$
21,193,635
603,280
(33,139,113)
(11,342,198)
-
-
(154,952)
(154,952)
-
-
-
-
-
-
(154,952)
(154,952)
-
-
-
21,193,635
603,280
(33,294,065)
(11,497,150)
21,193,635
603,280
(33,294,065)
(11,497,150)
-
-
9,393,508
9,393,508
-
-
-
-
-
-
9,393,508
9,393,508
4,300,000
-
-
4,300,000
-
622,136
-
622,136
-
607,200
-
607,200
-
(603,280)
603,280
-
350,000
191,462
-
541,462
300,000
-
-
300,000
(606,372)
-
-
(606,372)
25,537,263
1,420,798
(23,297,277)
3,660,784

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OOKAMI LIMITED ABN 67 009 081 770

ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Final Report

PRELIMINARY CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2016

Note
CASH FLOWS FROM OPERATING ACTIVITIES
Payments to suppliers and employees
Payments for software platform
Interest received
Payment to deed Administrator
Net cash used in operating activities
4 b
CASH FLOWS FROM INVESTING ACTIVITIES
Cash acquired from acquisition of subsidiary
8
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
Proceeds from issue of shares and options
Capital raising costs
Net cash from financing activities
Net increase/ (decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the financial year
Cash and cash equivalents at the end of the financial year
2016
2015
$
$
(357,781)
(70,054)
(66,009)
-
19,020
-
(129,521)
-
(534,291)
(70,054)
8,129
-
8,129
-
-
63,663
4,000,500
-
(332,929)
-
3,667,571
63,663
3,141,409
(6,391)
419
6,810
3,141,828
419

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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Financial Report

PRELIMINARY CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016

NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation of the preliminary financial report

a) Statement of Compliance

These preliminary financial statements are general purpose financial statements which have been prepared in accordance with Australian Accounting Standards (“AASBs”) (including Australian interpretations) adopted by the Australian Accounting Standard Board (“AASB”) and the Corporations Act 2001 where possible (refer to note 1(b)). The preliminary financial statements have been prepared on an accruals basis and are based on historical costs.

b) Incomplete records

  • a) The preliminary financial report for the year ended 30 June 2016 has been prepared by Directors who were appointed on or after 5 June 2015. However, the Directors did not have control of the Company until the effectuation of the deed of company arrangement (“DoCA”) on 23 September 2015.

  • b) Prior to 23 September 2015, the current Directors did not have oversight or control over the company’s financial reporting systems including but not limited to being able to obtain access to complete accounting records of the Company. To prepare the preliminary financial reports for the year ended 30 June 2016, the Directors have reconstructed the financial records of the company for the period 1 July 2015 to 23 September 2015 using data extracted from the company’s accounting system. However, there may have been information that the current Directors were not able to obtain, the impact of which may or may not have been material on the financial performance for the year ended 30 June 2016.

  • c) The current Directors have not been able to source books and records of the Company’s subsidiary, AEC China Ltd. Accordingly, the financial information of AEC China Ltd had been deconsolidated in prior periods (effective from 1 July 2010).

Consequently, although the Directors have prepared this preliminary financial report for the year ended 30 June 2016 to the best of their knowledge based on the information available to them, they are of the opinion that it is not possible to state that these preliminary financial reports had been prepared in accordance with Australian Accounting Standards including Australian interpretations, other authoritative pronouncements of the Australian Accounting Standard Board and the Corporations Act 2001. Furthermore, the Directors are of the opinion that it is not possible to state this preliminary financial report gives a true and fair view of the Group’s financial position as at 30 June 2016 and its performance for the year ended on that date and cannot form a view as to whether the preliminary financial statements comply with International Financial Reporting Standards (IFRS).

It should be noted that the matters referred to in items (a) to (c) above were also relevant for the year ended 30 June 2015 which is presented as comparative figures in this report.

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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Financial Report

PRELIMINARY CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016

FOR THE YEAR ENDED 30 JUNE 2016
NOTE 2: OTHER INCOME
Interest Income:
Interest received, non-related parties
Other Income
Gain on creditor obligation released
Less:
Net refunds received by Administrator
Final DoCA payment
Creditor shares transferred to the trust
Assets transferred to the Creditors Trust
Gain arising from Deed of Company Arrangement
2016
2015
$
$
19,020
-
19,020
-
11,389,325
-
(2,133)
-
(137,500)
-
(100,000)
-
(239,633)
-
11,149,692
-

Other Income - Gain arising from Deed of Company Arrangement

On 29 August 2014, the Board resolved to place the Company into voluntary administration and appointed Mr Mark Summers and Mr Jack James of Palisade Business Consulting as joint and several administrators of the Company. Following appointment of the administrators, the powers of the Company’s officers (including Directors) were suspended and the administrators assumed control of the Company’s business, property and affairs.

The DoCA was executed on 24 October 2014. On 13 March 2015, the creditors of the Company resolved that the Company vary the Original DoCA. On the 20 March 2015 the Company and Otsana Capital (Otsana) executed a varied DoCA, which embodied a proposal by Otsana for the recapitalisation of the Company (Recapitalisation Proposal). The DoCA provided for the creation of a Creditors Trust and an opportunity for the Company to be restructured for a “cash consideration”. Under the DoCA, the claims of the Company’s creditors as at 23 September 2015 now reside within the Creditors Trust. The Voluntary Administrators were appointed as Deed Administrators and Trustees of the Creditors Trust. The purpose of the DoCA was to facilitate a reconstruction and recapitalisation of the Company with a view to having the Company relisted on the ASX. On effectuation of the DoCA control of the Company reverted back to the Directors.

The effectuation of the DoCA on 23 September 2015 had the following financial effect:

  • claims of the Company’s creditors as at 23 September 2015 now reside within the Creditors Trust;

  • all cash at bank and any other assets at 23 September 2015 were transferred to the Creditors Trust; and

  • the payment of the promoter contribution of $200,000[1] .

This resulted in a debt release gain under the DoCA of $11,149,692 being recognised in the year ended 30 June 2016 as detailed above. Following the effectuation of the DoCA on the 23 September 2015, control reverted to the Directors.

1 The initial deposit of $27,500 and second deposit of $35,000 was settled in FY 2015, the amounts were loaned from the promoters. The remaining promoter contribution of $137,500 was settled during the year ending 30 June 2016.

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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Financial Report

PRELIMINARY CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016

NOTE 3: EARNINGS/(LOSS) PER SHARE

E 3: EARNINGS/(LOSS) PER SHARE
ings/(Loss) per share (EPS)
(a) Profit/(Loss) used in calculation of basic EPS and diluted
EPS
(b) Weighted average number of ordinary shares outstanding
during the year used in calculation of basic earnings/(loss)
per share*
Weighted average number of dilutive options outstanding
Weighted average number of ordinary shares outstanding
during the year used in calculating dilutive EPS
2016
$
2015
$
9,393,508
(154,952)
125,030,645
5,092,289
7,758,621
-
132,789,266
5,092,289

Earnings/(Loss) per share (EPS)

* The weighted average number of ordinary shares used in the calculation of loss per share has been adjusted for the share consolidation completed by the Company on 19 June 2015.

NOTE 4a: CASH AND CASH EQUIVALENTS
Cash at bank
Term deposit
Funds held in trust
Total cash and cash equivalents in the statement of cash flows
2016
$
2015
$
3,121,228
419
20,000
-
600
-
3,141,828
419

The effective interest rate on short-term bank deposit was 2.4% (30 June 2015: nil). The deposit has no fixed maturity dates.

NOTE 4b: CASH FLOW INFORMATION

Profit/(Loss) after income tax
Non-cash flows in loss after income tax
Gain under the DoCA
Share based payment expense
Changes in assets and liabilities
Decrease/ (increase) in receivables
Decrease/ (increase) in other assets
(Decrease)/ increase in payables
Cash flow (used in) operations
9,393,508
(154,952)
(11,379,213)
-
1,555,393
-
(6,103)
-
(6,875)
-
(91,001)
84,898
(534,291)
(70,054)

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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Financial Report

PRELIMINARY CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016

FOR THE YEAR ENDED 30 JUNE 2016
NOTE 5: INTANGIBLE ASSETS
NON-CURRENT
Balance at the beginning of the year
Acquired through the acquisition of Akela Capital Pty Ltd
8
Balance at the end of the year
2016
$
2015
$
-
-
568,917
-
568,917
-

Intangible assets relate to the acquisition of the Akela Platform.

The Group has assessed the intangible assets for impairment as at 30 June 2016. The recoverable amount of the intangible assets was determined considering the fair value less cost to sell.

NOTE 6: ISSUED CAPITAL 2016 2015
$ $
(a) Share Capital
252,592,289 (30 June 2015: 5,092,289) fully paid ordinary shares 25,537,263 21,193,635
(b) Movements in fully paid Ordinary Capital 2016 2015
$ $
Date Number $
Balance at beginning of the reporting period 1 July 2014 203,683,388 21,193,635
Consolidation of existing shares 1:40 nil consideration 5 June 2015 (198,591,099) -
Balance at end of the reporting period 30 June 2015 5,092,289 21,193,635
Balance at beginning of the reporting period 1 July 2015 5,092,289 21,193,635
Issued Capital – Placement to creditors trust 3 September 2015 5,000,000 100,000
Issued Capital – Placement to promoters 3 September 2015 25,000,000 500,000
Issued Capital – Pursuant to prospectus 22 January 2016 185,000,000 3,700,000
Issued Capital – Conversion of convertible notes2 22 January 2016 15,000,000 300,000
Issued Capital – Consideration for acquisition of subsidiary 25 January 2016 17,500,000 350,000

2 On 22 September 2015, the Company entered into a number of identical convertible loan agreements with unrelated parties (except for as detailed below) for a total amount of $300,000. The Company obtained shareholder approval on the 24 December 2015 to convert the loaned amounts to satisfy the repayment of the funds advanced by issuing Shares at a deemed issue price of $0.02 per Share under the Conversion Offer. The shares were issued on the 22 January 2016.

No interest was payable and no security was required. One of the Converting Loan Agreements, for an amount of $20,000, was with Davinch Pty Ltd, an entity controlled by Mr Chris Ntoumenopoulos, a former Director of the Company.

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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Financial Report

PRELIMINARY CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016

FOR THE YEAR ENDED 30 JUNE 2016
NOTE 6: ISSUED CAPITAL
Capital raising costs
Balance at end of the reporting period
30 June 2016
2016
$
2015
$
-
(606,372)
252,592,289
25,537,263

Ordinary shareholders are entitled to participate in dividends and the proceeds on winding up of the company in proportion to the number of and amounts paid on the shares held. Every ordinary shareholder present at a meeting in person or by proxy is entitled to one vote on a show of hands or by poll. Shares have no par value.

NOTE 7: RESERVE
Option reserve
Movements
Balance at the beginning of the year
Issue options to promoters – recapitalisation
Issue of performance rights
Issue share options to brokers
Issue share options as consideration for acquisition of Akela Capital
Options lapsed during the year
Balance at the end of the year
2016
2015
$
$
1,420,798
603,280
1,420,798
603,280
603,280
603,280
348,693
-
607,200
-
273,443
-
191,462
-
(603,280)
-
1,420,798
603,280

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OOKAMI LIMITED ABN 67 009 081 770 ANNUAL FINANCIAL STATEMENTS 30 JUNE 2016

Appendix 4E Preliminary Financial Report

PRELIMINARY CONSOLIDATED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2016

NOTE 8: ACQUISITION OF AKELA CAPITAL PTY LTD

On 25 January 2016, the Company acquired Akela Capital Pty Ltd (formerly Investia Technologies Pty Ltd) ("Investia"). The consideration consisted of

  • 17,500,000 ordinary shares at $0.02 per share;

  • 17,500,00 options exercisable at $0.03 each, expiring three years from date of issue; and

  • up to 32,500,000 deferred consideration shares subject to certain milestones being achieved as follows:

  • 15,000,000 ordinary shares upon achieving 25,000 registered users on the Investia Platform

  • 17,500,000 ordinary shares upon achieving $25,000,000 total capital raised on the ASX on the Investia platform within 24 months from listing on the ASX.

This acquisition has not been accounted for as a business combination under AASB 3: "Business Combination" as the assets of Akela were considered not to constitute a business. Accordingly, the Akela acquisition has been accounted for as an acquisition of assets, at cost based on the fair value of shares issued on the transaction date. Note that the 32,500,000 deferred consideration shares have been assessed to have no value. The purchase price has been allocated to the identifiable assets and liabilities of Akela as of the date of acquisition as follows:

Purchase consideration:
Issue of shares
Issue of options
Net assets acquired:
Cash and cash equivalents
Trade and other receivables
Other Intangible assets
5
Trade and other payables
$
350,000
191,462
541,462
8,129
416
568,917
(36,000)
541,462

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